The directors have immense pleasure in presenting the 28^th (Twenty Eighth) Annual Report of Kamdhenu Limited (‘the Company') along with the audited Standalone & Consolidated Financial Statements and the Auditor’s Report thereon for the financial year ended 31^st March, 2022 ('year under review’).

1. FINANCIAL RESULTS

Your Company is engaged in the business of manufacturing and marketing of Steel and Paints and has earned a net profit of ' 2631.89 Lakhs for the Financial Year ended 31^st March, 2022. The financial highlights of your Company for the financial year ended 31^st March, 2022, on a Standalone and Consolidated basis, are as under

2. BUSINESS REVIEW

Inspite of the challenges faced by the Company during Q1 of FY 2021-22 due to various restrictions imposed by the Government, our company has ramp up its production and delivered strong performance in both Paint and Steel business from Q2 of FY 2021-22 with diagonal vertical spike in demand and favorable macroeconomic scenario leading to pick up in economic activities. The demand in paint products was driven by pent up demand and festive season across the country and steel demand was on account of the speed up of construction and infrastructure activities. The Company’s both Segments i.e Steel and Paints are equally important to the Company. The Company’s Steel Business has been a pioneer in the revolutionary concept of Franchisee Model and have attained success in the middle tier steel segment on a regional front and

the Paint business has already started bearing fruits and to share wealth of such fruits with the shareholders of the Company, the management has decided to hive off the Paint business of the Company, so as to create a fresh orbit for the Paint division of the Company, by transferring the Paint Business to one of the step down Wholly Owned Subsidiary Company i.e. Kamdhenu Color & Coatings Limited and in consideration to that Kamdhenu Ventures Limited, will issue equity shares to the shareholders of Kamdhenu Limited on mirror shareholding basis and will be listed on the Stock Exchanges i.e NSE and BSE.

The Management of the Company has left no stone unturned for the expansion of the both the businesses i.e Steel and Paints business of the Company. While operational robustness was visible in the Company’s peformance in FY 2022, your Company has also

demonstrated its endeavor to provide a segment wise report on each of the Steel and Paint business of the Company as compared with the previous year, are depicted as under:

STEEL DIVISION

In the Steel division, the production was over 25.53 Lakhs metric tons as on 31^st March, 2022, as compared to the 23.91 Lakhs metric tons including the franchisee route, which marked a growth of approx. 7% YoY. The Royalty income from the franchisee stands up to ' 9,159 Lakhs being 7% higher as compared with the previous year which stoods at ' 8,533 Lakhs.

The Company’s total revenue from Steel Division stood at ' 59,931 Lakhs, which being higher by 41.6 % on YoY basis.

The in house production capacity of Company is 1,20,000 MTpa and capacity of our franchisee units for Reinforcement Steel Bars (TMT Bars) stood at 38 Lakh Metric ton and for Structural Steels (Channels, Angles, Beams & Flats) stoods at 5 Lakh Metric ton and 2.5 Lakh Metric ton for Color Coateds sheets.

PAINT DIVISION

While having a steady growth in the Paint business, the Company expects to have trajectory growth in near future on account of rise in real estate buying, revival in housing demand and changed consumer behavior with focus on enhancing and beautifying their personal spaces and homes.

The Company volumes for producing paints stoods to 30,358 KL including from own manufacturing units and outsourcing through contract manufacturing, which has been slightly increased as compared with the production done in the previous year which was 30,319 KL.

The Company’s total revenue from Paint Division stood at ' 24,145 Lakhs for producing 30,358 KL, which being higher by 19.50% on YoY basis.

3. STATE OF COMPANY'S AFFAIRS & PERFORMANCE.

Your Company has posted a net profit of ' 2,631.89 Lakhs on standalone basis, for the Financial Year ended 31^st March, 2022. During the year under review, on consolidated basis, the revenue of the Company for the FY 2022 stood at ' 84,075.63 Lakhs which is higher over the previous year revenue of ' 62,522.13 Lakhs. The consolidated Profit after Tax (PAT) attributable to

the shareholders of the Company for the FY 2022 stood at ' 2,631.20 Lakhs as compared with the previous FY 2021 which was ' 1507.62 Lakhs.

On Standalone basis, the revenue of the Company for the FY 2022 stood at ' 84,075.63 Lakhs which is higher over the previous years’ revenue of ' 62,522.13 Lakhs. The Profit after Tax (PAT) attributable to the shareholders of the Company for the FY 2022 stood at ' 2,631.89 Lakhs as compared with the previous FY 2021 which was ' 1509.1 1 Lakhs.

The Net worth of your Company on the standalone basis grew by 12 percent to ' 21,813.53 Lakhs as against ' 19,477.69 Lakhs as of 31^st March, 2021 and on the Consolidated basis the same also grew by 12 percent to ' 21,810.40 Lakhs as against ' 19,475.24 Lakhs as of 31^st March, 2021.

A consolidated Performance and Financial Highlights of the Subsidiary Companies i.e Kamdhenu Ventures Limited, Kamdhenu Color and Coatings Limited, were duly mentioned in the Consolidated Financial Statement which forms a part of this report.

4. DIVIDEND

The Board of Directors of the Company had pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has approved a Dividend Distribution Policy on 21^st June, 2021. The Policy is available on the Company’s website: https://www.kamdhenulimited.com/Financial-ResultsZDividend_Distribution_Policy.pdf Keeping in line with the said policy, the Board of Directors are pleased to recommend a final dividend of ' 1 (Rupee One only) per equity share of Fave Value of ' 10/- each fully paid up, for the Financial Year ended 31^st March, 2022, subject to the approval of the Members at the ensuing 28^th Annual General Meeting ("AGM"). The total outflow on account of equity dividend will be ' 269.35 Lakhs.

Further, in terms of the provisions of Section 124 of the Companies Act, 2013 (‘Act'), the amount of dividend transferred to the Unpaid Dividend Account of a Company, which remains unclaimed / un-paid for a period of seven years from the date of such transfer, shall be transferred statutorily along with interest accrued, if any, thereon to the Investor Education and Protection Fund (‘IEPF') administered by the Central Government. To ensure maximum disbursement of unclaimed dividend, the Company sends reminders to the concerned investors at appropriate intervals. Further, according to the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the "IEPF Rules"), the shares in respect of which dividends are unclaimed/ un-paid by the members for seven consecutive years or more, are also required to be transferred to the demat account created by the IEPF Authority.

In compliance with the provision of Section 124 of the Act and IEPF Rules, the Company during the financial year under review, has transferred 25,999 equity shares to the demat account of the IEPF Authority. The details of such shares are available on the website of the Company at https://www.kamdhenulimited.com/ Financial-Results/Unpaid_Dividend_from_FY_2014_15_ to_FY_2019_20 (upto31 ^stMarch2021).pdf Shareholders are requested to check the list uploaded on the website of the Company for the amount of dividend which remain unpaid and if any dividend are due to them remains unpaid in terms of said lists, they can approach the Company/ Registrar and Share Transfer Agent of the Company i.e. Kfin Technologies Limited (erstwhile KFin Technologies Private Limited) for release of their unpaid dividend.

5. TRANSFER TO RESERVES

The closing balance of the retained earnings which form a part under the head Other Equity in the Financial Statement of the Company for the FY 2022, after all appropriations and adjustments was ' 19,116.85 Lakhs, on Consolidated basis and ' 19,119.98 Lakhs, on Standalone basis.

6. SCHEME OF ARRANGEMENT

The Company had filed 1^st motion application of Scheme of Arrangement ("SOA") with Hon’ble National Company Law Tribunal, Chandigarh Bench ("NCLT") on 15^th March, 2021 and order on the such petition was pronounced by the NCLT on 4^th August, 2021.

As per the directions received by the NCLT vide its order dated 4^th August, 2021, the Company has convened the separate meetings of equity shareholders, secured and un-secured creditors of the Company on 25^th September, 2021 at 10:00 A.M., 01:00 PM. and 03:00 PM. respectively, under the supervision of Hon’ble NCLT, the said Scheme of Arrangement was approved with requisite majority of the equity shareholders, and

un-secured creditors, respectively and unanimously by Secured Creditors of the Company. Post approval, the Company has filed the 2^nd motion petition on 5^th October, 2021 with the NCLT and the order for the same was received on 16^th December, 2021 stating the next date of hearing of the petition has been fixed by the Hon’ble NCLT Chandigarh Bench in the matter of Scheme of arrangement as 22^nd March, 2022.

The Company has received letters dated 21^st March, 2022 from the Regional Director, Norther Region and Official Liquidator, stating that they have examined the application for the Scheme of Arrangement of the Company and found the same satisfactory. The NCLT on 22^nd March, 2022, has adjourned the matter and provided the next date of hearing i.e. 22^nd April, 2022, for the final consideration and approval of the Scheme of Arrangement of the Company.

On 22^nd April, 2022, the Hon’ble National Company Law Tribunal, Chandigarh Bench, has reserved the order on the approval of Scheme of Arrangements, after consideration of the facts, pleadings and submissions and the order was awaited as on date of this report.

7. MATERIAL CHANGES AND FINANCIAL COMMITMENTS.

Apart from the information provided/disclosures made elsewhere in the Directors’ Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company i.e. 31 ^st March, 2022 to which this financial statement relates and till date of this Report.

8. SHARE CAPITAL

Pursuant to the Scheme of Arrangement and in terms of the provisions of Section 61 and 64 of the Act, the members of the Company in their Extra-Ordinary General Meeting held on 10^th March, 2022 has increased the Authorized Share Capital of the Company from ' 30,00,00,000/- (Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of ' 10/-each to ' 41,50,00,000/- (Rupees Forty One Crores Fifty Lakhs only) constituting ' 30,00,00,000/- (Rupees Thirty Crores only) Equity Share Capital divided into 3,00,00,000 (Three Crores) Equity Shares of ' 10/- each and ' 11,50,00,000 Preference Share Capital divided into 1,15,00,000 (One Crore Fifteen Lakhs) Preference

Shares of ' 10/- each. Accordingly, the Capital Clause of Memorandum of Association of the Company was suitably altered.

Further, during the year under review, there was no change in the paid up equity share capital of the Company. Also, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity.

9. PUBLIC DEPOSITS

During the year under review, your company has not invited or accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules framed thereunder.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Full particulars of the loans given, guarantees extended or securities provided and the investments made by the Company, if any, in various bodies corporate in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder have been adequately described in the notes to Financial Statements. The same are in consonance the provisions of the aforesaid section.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors, upon the recommendation of Nomination & Remuneration Committee in terms of Nomination and Remuneration Policy, in their meeting held on 30^th May, 2022 has approved the re-appointment of Shri Satish Kumar Agarwal as Chairman & Managing Director, Shri Sunil Kumar Agarwal and Shri Sachin Agarwal as Whole-time Directors of the Company for the further period of three years, effective from the next day of the current expiry of their tenure i.e. 1^st April, 2023 and which would be upto 31^st March, 2026, subject to the approval of Shareholders of the Company at the ensuing Annual General Meeting. Accordingly the matter for their re-appointment for a further period of 3 years have accordingly been included in the notice convening the 28^th Annual General Meeting of the Company for the FY 2021-22, for the approval of the members of the Company and necessary explanation and details have been mentioned in the explanatory statement to the Notice.

In accordance with the provision of Section 152 of the Companies Act, 2013 and Article 103 of the Articles of Association of the Company, Shri Satish Kumar Agarwal (DIN: 00005981) would be retiring as a director by rotation and being eligible for re-appointment, has offered himself for re-appointment. His reappointment as a rotational director, shall be deemed to be continuance of his term as Chairman & Managing Director, without any break.

Shri Madhusudan Agarwal who was appointed as Independent Director of the Company for a term of two consecutive years commencing from 22^nd May, 2021 and till 21^st May, 2023 by the shareholders of the Company at their 27^th Annual General Meeting held on 27^th day of September, 2021. As per the Regulation 25 (2A) of SEBI Listing Regulations read with SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 the re-appointment of Independent Director shall be subject to the approval of Shareholders by way of Special Resolution. As the Shri Madhusudan Agarwal is a person of high integrity, expertise and experience and he effectively participate in all the board matters and based on the valuable contribution made by him, from time to time, during his current tenure. Your directors feel that it is imperative that the said Independent Director be reappointed, for the second consecutive term of 5 (five) years which would be effective from the next day of his expiry of his current tenure i.e. w.e.f 22^nd May, 2023 and uptill 21^st May, 2028, subject to the approval of members by way of Special Resolution at the ensuing 28^th Annual General Meeting. The neccessary resolution for his re-appoinment forms a part of the Notice of this 28^th AGM.

It would be pertinent to mention here that the Nomination and Remuneration Committee has evaluated the performance of each Individual Director seeking appointment/re-appointment in the ensuing Annual General Meeting including fulfillment of their Independence criteria, as prescribed under SEBI Listing Regulations and that no director is debarred from holding the office of Director by virtue of order of SEBI or any other authority. The Nomination and Remuneration Committee after evaluating the performance of each director, placed before the board a report on performance evaluation of the Directors, for review.

Shri Saurabh Agarwal, Whole-time Director of the Company, has been re-designated as Non-Executive

& Non-Independent Director, liable to retire by rotation with effect from 1^st June, 2022.

Smt. Nishal Jain, Independent Woman Director of the Company has resigned from the office of Director w.e.f 31^st May, 2022, due to personal reasons and other professional commitments/ engagements as mentioned in her resignation letter dated 30^th May, 2022.

Smt. Pravin Tripathi was appointed as Additional Director in category of Independent Woman Director in terms of the provisions of Companies Act, 2013 and SEBI Listing Regulation w.e.f 30^th May, 2022 by the Board of Directors in their meeting held on said date, subject to the approval of shareholders in the ensuing Annual General Meeting. A brief profile and other details as per the SEBI Listing Regulations and Secretarial Standards are given in the explanatory statement accompanying Notice to the 28^th AGM, which forms a part of this report.

Accordingly, a resolution to that effect i.e to redesignate Shri Saurabh Agarwal as Non-Executive & Non-Independent Director and for appointment of Smt. Pravin Tripathi as Non-Executive Independent Woman Director of the Company has been set out in the Notice of the 28^th Annual General Meeting for the approval by the Shareholders of the Company.

The detailed profile along with the other details as mandate by the SEBI Listing Regulations for the Directors seeking appointment/re-appointment are given in the explanatory statement accompanying notice to the AGM and additionally in the Corporate Governance Report forming part of this Annual Report. Further with respect to the above appointment/ re-appointment of the Directors, the Company has received a;

a) Individual notice(s) under section 160 of the Companies Act, 2013, from themselves for appointment of Shri Madhusudan Agarwal and Smt. Pravin Tripathi as Independent Director(s) and for appointment of Shri Satish Kumar Agarwal, Shri Sunil Kumar Agarwal and Shri Sachin Agarwal as Managing/Whole-Time Director, proposing candidature for appointment/re-appointment for the office of Director of the Company;

b) Consent to act as director of the Company, in the Stipulated form DIR-2;

c) Disclosure in terms of Section 164 of the Companies Act, 2013, in form DIR-8, stating that they are not disqualified for holding office of Director in the Company;

d) Declaration from Shri Madhusudan Agarwal and Smt. Pravin Tripathi, that they fulfil and continue to fulfils the criteria of Independence as stated under Companies Act, 2013 and SEBI Listing Regulations.

During the year under review, Shri Ashish Kapil, Company Secretary and Compliance Officer of the Company has resigned from Company with effect from 4^th April, 2021 and Shri Khem Chand, was appointed as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect from 9^th August, 2021. He has also been designated as Nodal officer of the Company with effect from the said date under IEPF rules.

Shri Ramesh Chandra Jain (DIN: 00089854) was re-appointed as Independent Director of the Company for a second terms of 2 consecutive years w.e.f 2^nd May, 2021 by the Shareholders of the Company at the 27^th AGM of the Company held on 27^th day of September, 2021, by way of Special Resolution.

Due to sudden and unexpected demise, the office of Shri Mahendra Kumar Doogar (DIN: 0031904) as Independent Director of the Company, has been vacated with effect from 4^th May, 2021.

All the Independent Directors have given their declaration confirming that they meet the criteria of independence as prescribed Regulation 16(1)(b) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and the same has been noted by the Board of Directors and in compliance with the Circulars dated 20^th June, 2018 issued NSE and BSE, the Company has also received a declaration from all the directors that they are not debarred from holding the office of Director by virtue of any SEBI order or by any other such statutory authority.

Presently, in terms of the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Shri Satish Kumar Agarwal, Chairman and Managing Director, Shri Sunil Kumar Agarwal and Shri Sachin Agarwal, Whole Time Directors of the Company, Shri Harish Kumar Agarwal, Chief Financial Officer and Shri Khem Chand, Company Secretary and Compliance Officer of the Company.

12. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Based on the recommendations of the Nomination & Remuneration Committee (NRC), the Board has approved the Nomination & Remuneration Policy for Directors, Key Managerial Personnel (‘KMPs') and Senior Management Personnel of the Company. As part of the policy, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully and also the relationship between remuneration and performance is clear and meets appropriate performance benchmarks. The Company’s Policy for the appointment of Directors and KMPs and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company’s website at the web-link https://www.kamdhenulimited.com/ Financial-Results/Nomination-Remuneration-Policy_ Kamdhenu.pdf

Furthermore, if a person is sought to be appointed as an independent director, the policy seeks to ensure that the proposed appointee fulfills the criteria for independence as laid down under the Act and the SEBI Listing Regulations.

Remuneration (including sitting fees) for directors including Independent Directors, KMPs and senior management personnel, are drawn up in consonance with the tenets as laid down in the Nomination & Remuneration Policy which seeks to ensure that it is commensurate with the nature and size of the business and operations of the Company, the concerned individuals are remunerated (including sittings fees) in a manner which seeks to ensure that depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry and those chosen for such offices are people with the best of knowledge of talent and rich in experience.

In remunerating the Directors (in the case of executive directors), KMPs and Senior Management Personnel, meticulous planning and hard work goes into, while drawing up the remuneration packages, and it was ensured that the adequate compensation has been paid to the persons chosen, in line with the market standards and prevailing economic scenario and does not lead to any unfairness or imbalances in the overall remuneration structure of the Company across different hierarchical levels.

13. MEETINGS OF THE BOARD OF DIRECTORS.

During the year under review, 4 (Four) meetings of the Board of Directors of the Company were held. The details as to the dates of such meetings and the attendance of various directors of the Company thereat, have been provided separately in the Corporate Governance Report, forming the part of this Annual Report.

Additionally, a meeting of the Independent Directors of the Company was held on 19^th January, 2022, with the participation of all Independent Directors of the Company at the meeting.

14. CORPORATE GOVERNANCE

The Company since inception endeavors to follow corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Company’s operations, performance, material corporate events as well as on leadership and governance matters relating to the Company.

Pursuant to the applicable regulation of SEBI Listing Regulations read with Schedule V thereto, a detailed report on Corporate Governance is included in this Annual Report. A Certificate certifying the Company’s compliance with the requirements of Regulations as set out in the SEBI Listing Regulations, taken from M/s. Chandrasekaran Associates, Practicing Company Secretaries, is attached to the report on Corporate Governance.

15. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Company’s management is always committed for pursuing their both the businesses i.e. Steel and Paint Business in an ethical and transparent manner

and Company believes in demonstrating responsible behavior while adding value to the society and the community, as well as ensuring environmental wellbeing from a long-term perspective.

In Compliance of Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report (BRR) of the Company, describing the initiatives taken by the Company from Environmental, Social and Governance perspective is being presented to the stakeholders and forms part of this Annual Report.

16. MANAGEMENT DISCUSSION & ANALYSIS (MDA)

In terms of the provisions of Regulation 34(2)(e) of the SEBI Listing Regulations, the Management's Discussion and Analysis Report covering the performance and outlook of the Company is presented in a separate section forming part of this Annual Report.

17. DETAILS OF ESTABLISHMENT OF THE VIGIL MECHANISM/WHISTLE BLOWER POLICY

In line with the requirements under Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has in place a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide, a formal channel for all its Directors, employees and other stakeholders including customers to approach the Chairman of the Audit Committee and a path for making protected disclosures about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. Your Company hereby affirms that no person is denied access to the Chairman of the Audit Committee.

The Whistle-blower Policies and Company's Code of Conduct encourage to promptly report any actual or possible violation of any event that he or she becomes aware of that could affect the business or reputation of the Company. This policy also includes 'reporting of incidents of leak or suspected leak of Unpublished Price Sensitive Information ('UPSI')' as required in terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.

The Company affirms that no complaint has been received through the said mechanism which pertain to the nature of complaints sought to be addressed through this platform.

The Whistle Blower Policy is available on the website of the Company www.kamdhenu.com at the link https:// www.kamdhenulimited.com/Financial-Results/ Whistle-Blower-Policy_Kamdhenu.pdf

18. RISK MANAGEMENT POLICY

Pursuant to the Regulation 21 of the SEBI Listing Regulations, as amended upto date and in compliance of recent amendment as notified by SEBI vide SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021, the Board of Directors of the Company at their meeting held on 21^st June, 2021 has constituted a Risk Management Committee, inter-alia to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, prepare the mitigation plan, on the basis of appropriate methodology, processes and systems.

The Risk Management Policy, has been drawn up based on a detailed assessment of the internal and external risk specifically faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks, risks associated with the Steel and Paint business of the Company and also the risks which could emanate from un-anticipated and unprecedented situations, like for example the recent outbreak of Corona Pandemic and how to deal with the such risks. The Risk Management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

The policy has been uploaded on the website of the Company and can be accessed at the web link https:// www.kamdhenulimited.com/Financial-Results/Risk_ Management_Policy.pdf

19. INTERNAL FINANCIAL CONTROLS SYSTEMS & THEIR ADEQUACY

As per Section 134(5)(e) of the Act, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of

internal financial controls. The Company’s internal financial control systems are commensurate with its with size, scale, complexity of its operations and nature of its operations and such internal financial controls are adequate and are operating effectively. The internal control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies and prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company’s framework also includes entity-level policies, processes controls, IT general controls and Standard Operating Procedures (SOPs). The entity-level policies include code of conduct, conflict of interest, confidentiality and whistle blower policy and other policies such as organization structure, insider trading policy, HR policy, IT security policy.

These internal controls are, on yearly basis, reviewed by Auditors and the Audit Committee of the Company. The Company has carried out evaluation of design and effectiveness of these controls and has noted no significant material weaknesses or deficiencies was found that can impact financial reports.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in the future. The National Faceless Assessment Centre, Delhi has completed the Income tax Assessment for the AY 2018-19, on 24^th September, 2021 under Section 143(3) Read with Section 144B of the Income Tax Act, 1961 and in terms of the said assessment a demand notice by the Income Tax department under Section 156 of the Act was issued for an amount of ' 7,09,83,037/-. However, the Company has made an appeal to the said demand notice before the Commissioner of Income Tax (Appeal) on 24^th October, 2021 which is under process.

21. ANNUAL RETURN

In Compliance with the provision of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Copy of Annual Return in Form MGT-7 as on 31^st March, 2022, is placed on the website of the Company at https://www.kamdhenulimited.com/annual-return.php

22. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors to the effect that (a) they fulfill the criteria for independence as laid down under Section 149(6) of the Act and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI Listing Regulations, as amended upto date ("Listing Regulations") (b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties. (d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Act which forms a part of the Company’s Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

In opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including the proficiency) of all the Independent Directors on the Board.

23. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

With an aim to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly, a familiarization program has been designed for the Independent Directors. Pursuant to Regulation 25(7) of SEBI Listing Regulation, the Company makes detailed presentations to the Board including Independent Directors, on the Company’s operation and business plans, the nature of industry in which Company

operates, and model of respective businesses, major risks involved and risk management strategy of the Company. The Company also organized visits to plant and other necessary locations, from time to time, to enable Independent Directors, to understand the business of the Company in a better way.

The Independent Directors are made aware with their duties, role, responsibilities and liabilities at the time of their appointment/reappointment through a formal letter of appointment which stipulates various terms and conditions of their engagement apart from clarifying their roles and responsibilities.

Further, in line with the policy of the Company as framed in this regard and in compliance with the requirements of the SEBI Listing Regulations, a familiarization exercise for Independent Directors of the Company was carried out on 19^th January, 2022, wherein all the Independent Director have participated aptly. The details of Familiarization program imparted to the Independent Directors are available on the website of the Company and can be viewed at the web link: https://www.kamdhenulimited.com/Financial-Results/ Familarisation-Programme-for-Independent-Directors_ Kamdhenu.pdf

24. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMITTEE AND INDIVIDUAL DIRECTORS.

In compliance with the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, as amended from time to time, the Board of Directors on annual basis evaluates the functioning of the Board, its Committees, Chairman and of the Individual Directors The Board as a whole and the committee thereof were being evaluated on various parameters including but not limited to their compositions, experience, qualifications, diversity, roles and responsibility of each and every directors towards Stakeholders, strategic participation, governance compliances, culture and dynamics and quality of relationship between Board Members and the Management.

The Individual Directors including the Chairman and Independent Directors are also evaluated on the basis of their qualifications, experience, knowledge and their competency and while evaluating the performance of each and every Director individually, the Board also give utmost check to their ability to work as

team, commitment towards the functions assigned, contribution and availability at Board Meeting and other business matters etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017 & by ICSI. The Chairman of the Company had one-to-one meeting with the Independent Directors and the Chairman of Nomination & Remuneration Committee had one-to-one meeting with the Executive and NonExecutive, Directors. These meetings were intended to seek inputs from all the directors on functioning/ effectiveness of the Board / Committee compositions and structure, effectiveness of Board/Committee processes, information and functioning etc and to provide feedback individually.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of other Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole. In the Board meeting that followed the meeting of the Independent Directors and the meeting of the NRC, the performance of the Board, its Committees, and individual directors were discussed.

The review concluded by affirming that the Board as a whole, the Committee(s), Chairman and the individual Director continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization.

25. STATUTORY AUDITORS & THEIR REPORT

M/s B S D & Co., Chartered Accountants (Registration no.: 000312S), Auditors of the Company, having in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, been appointed as the Statutory Auditors of the Company by the Shareholders of the Company at their Annual General Meeting held on 29^th September 2017, for a period of 5 consecutive years, so as to hold office as such from the conclusion of the 23^rd Annual General Meeting till the conclusion of the 28^th Annual General Meeting, continue as the

Auditors of the Company for the FY 2021-2022. The current tenure of M/s B S D & Co. Chartered Accountants, will expire at the conclusion of the ensuing 28^th Annual General Meeting. It would be pertinent to mention here that the M/s B S D & Co. Chartered Accountants, has showed their unwillingness for being appointed as Statutory Auditor for the second consecutive term of 5 years. Accordingly, the Company has approached M/s S.S. Kothari Mehta & Co. Chartered Accountants (Firm Registration No.000756N), for their appointment as Statutory Auditors of the Company for a period of 5 (Five) years, for the FY 2022-23 to 2026-27, so as to hold office from the conclusion of this 28^th AGM till the conclusion of 33^rd AGM of the Company. M/s S.S. Kothari Mehta & Co. Chartered Accountants, have submitted their consent for appointment and also a requisite certificate, pursuant to the provisions of Section 139 & 141 of the Companies Act, 2013, confirming eligibility & satisfaction of criteria for their appointment as Statutory Auditors of the Company. Upon the recommendation of Audit Committee, the Board recommends the appointment of M/s S.S. Kothari Mehta & Co. Chartered Accountants, at the ensuing 28^th Annual General Meeting for the approval of the Members of the Company. The necessary resolution seeking the approval for their appointment as the Statutory Auditors has duly been included in the notice of the ensuing 28^th Annual General Meeting along with brief credentials and other necessary disclosures required under the Act and the Regulations.

The report of the M/s B S D & Co., Chartered Accountants (Registration no.: 000312S), Statutory Auditors on Standalone & Consolidated Financial Statements for the FY 2021-22 forms part of the Annual Report which are self-explanatory and do not call for any further comment and the said report does not contain any qualification, reservation, disclaimer or adverse remark and they has not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

26. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act and rules made thereunder the Board of Directors and Regulation 24A of SEBI Listing Regulations

the Company had appointed M/s Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake its Secretarial Audit for the financial year ended 31^st March, 2022.

The Secretarial Audit Report for the financial year ended 31 ^st March, 2022 is annexed to this Annual Report as Annexure-A and does not contain any qualification, reservation, disclaimer or adverse remark.

27. COST AUDITORS AND THEIR REPORT

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant for its steel division. Cost records are prepared and maintained by the Company for its steel division as required under Section 148(1) of the Act.

The Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s K. G. Goel & Associates, Cost Accountant as Cost Auditors for the FY 2022-23, on a remuneration as, mentioned in the notice of 28^th AGM.

A Certificate from M/s K. G. Goel & Associates, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. The Cost Audit Report for FY 2021-22, does not contain any qualification, reservation, disclaimer or adverse remark. A resolution seeking Member’s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 28^th AGM and the same is recommended for your consideration and ratification. During the year under review, the Cost Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

28. COMMITTEES OF THE BOARD OF DIRECTORS

As on date of report, the Board of Directors has constituted 7 (Seven) committees, namely,

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• Management Committee

• Preferential Allotment Committee

Details of composition of the Committees and the number of meetings held and attendance of various members at such meetings are provided in the Corporate Governance Report, which forms part of this Report.

29. AUDIT COMMITTEE

As at 31^st March, 2022 the Audit Committee comprised of four members out of which three are Independent Directors and one is Executive Director. Shri Madhusudan Agarwal, Independent Director is Chairman of the Committee and Shri Ramesh Chand Surana and Shri Ramesh Chandra Jain, Independent Directors and Shri Sunil Kumar Agarwal, Whole-time Director are the other members of the Committee. All the recommendations made by the Audit Committee, as to various matters, during the year under review, were accepted by the Board. A detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review, is set out in the Corporate Governance Report, which forms a part of this Annual Report.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The objective of the Company’s Corporate Social Responsibility initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders and society at large. Towards fulfilling its moral responsibility for the welfare and wellbeing of Society and in compliance with the requirements of the Companies Act, 2013, the Company has in place, a well-defined and well structured, Corporate Social Responsibility Policy (CSR Policy) as drawn up by the Corporate Social Responsibility Committee ("CSR Committee") and approved by the Board. The said Policy on Corporate Social Responsibility has been hosted on the website of the Company at https:// www.kamdhenulimited.com/Financial-Results/ CORPORATE-SOCIAL-RESPONSIBIUTY-POUCY.PDF Presently, the CSR Committee of the Company consists of three directors namely Shri Satish Kumar Agarwal, Chairman and Managing Director as Chairman of the Committee and Shri Sunil Kumar Agarwal, Whole-time

Director and Smt. Pravin Tripathi, Independent Director as other members of the CSR Committee. Further, after the closure of the financial year Smt Nishal Jain, has resigned from the Directorship of the Company and consequent upon her resignation ceased to be the member of the CSR Committee w.e.f 31^st May, 2022 and Smt. Pravin Tripathi was inducted as Independent Director on the Board of the Company and also appointed as member of the CSR Committee w.e.f 30^th May, 2022.

The Committee has been formed with the objective of implementing and monitoring the CSR Policy of the Company under the control and supervision of the Board of Directors. The Company has launched a new drive with the name and style "Green India" where in more than 12000 dealers and distributors are motivated to plant at least 5 saplings each year and nurture them to complete growth. In addition to the above initiative taken by the Company the other CSR programs were primarily implemented through Kamdhenu Jeevandhara Foundation, which mainly focus on the providing the basic education to unprivileged children and to organize camps, motivational programs, special skills for the differently abled person, across the country, in association with other social organizations. During the year under review, the Company was required to spend ' 36,79,707/- on CSR activities for the FY 2021-22, out of which ' 2,50,000/- was spent on activities as specified in clause III of Schedule VII i.e. by making contribution towards old age home and a rescue center set up by Earth Saviour Foundation (NGO) and for the remaining amount which was ' 34,29,707/-transferred to unspent CSR account, which shall be utilized on the on-going CSR project of the Company i.e. setting up Educational and Medical facilities at Bhiwadi, Rajasthan which could provide the benefit to the society at large. It may be noted that for setting up an on-going project at Bhiwadi, Rajasthan, the Company has made an application for allocation of land to Rajasthan State Industrial Development and Investment Corporation Limited (RIICO), at concessional rate which later on was rejected by the RIICO. Accordingly, the Company has made a revised application for allocation of land on reserved price, which at present is under examination. As the Company since its inception committed towards fulfilling its social and environmental responsibility, the said unspent CSR amount which was transferred into Unspent CSR Account will be fully utilized upon the allocation of land by RIICO.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 ('the Act’) and the Rules framed thereunder, is annexed as an Annexure-B, to this report

31. COMPLIANCE WITH THE SECRETARIAL STANDARDS

During the year under review, the Company has complied with all applicable Secretarial Standards as stipulated by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs (MCA).

32. LISTING WITH STOCK EXCHANGES

The shares of the Company are listed on BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges for the FY 2021-2022, has been duly paid.

33. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure-C and forms part of this Report.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

Your Company considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership and the Company has and will always focus that young talent is nurtured and mentored consistently and the rewards and recognition are commensurate with their performance and that employees have the opportunity to develop and grow themselves.

The statement of Disclosure of Remuneration under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('Rules’), is annexed as Annexure-D and forms an integral part of this Report.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Securities and Exchange Board of India vide its sixth amendments dated 9^th November, 2021 had made amendments in Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") which were effective from 1^st April , 2022. In due compliance with the requirements of the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended read with Section 188 of the Companies Act, 2013 and the Rules 6A and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended upto date, Board of Directors has in their meeting held on 2^nd February, 2022, has updated and formed meticulously policy on the Related Party Transaction including material transactions, which is to be followed in letter and spirit. The policy is available on the website of the Company at the web link: https://www.kamdhenulimited.com/ Financial-Results/Policy-for-determining-the-material RPT_Amended-02022022.pdf During the year under review all the related party transactions entered into by the Company were with made the prior approval of the Audit Committee. All such transactions were at an arms -length basis and in the ordinary course of business of the Company and detail of such transactions have been adequately described in the Note No.48 to the financial statements of the Company for the FY 2021-22, which form a part of the Annual Report.

During the year under review, the Company has not entered into any such transactions except as stated in the Financial Statements, with any person or entity belonging to the Promoters/Promoter group, which holds (alone or together) 10% or more of the shareholding in the Company, during the FY 2021- 22, without consent of the members.

The details of the transactions with the related parties are provided in the accompanying financial statements. The Company has not entered into any material related party transaction and all transaction entered into by the Company with related party were at arm’s length price in terms of the provision of Section 188 of the Companies Act, 2013 during the period under review. Accordingly, there were no transactions which

required to be reported in Form AOC-2 annexed as an Annexure-E as per the Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013.

36. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES

As on 31^st March, 2022 the Company has 3 subsidiary Companies namely Kamdhenu Ventures Limited, Kamdhenu Colour and Coatings Limited and Kamdhenu Jeevandhara Foundation (Section-8 Company). During the year under review, the Company does not have any Joint venture or associate company In accordance with Section 129(3) of the Act and Indian Accounting Standard (IND As)-110 on Consolidated Financial Reporting, the Company has prepared its Consolidated Financial Statement along with all its subsidiaries, in the same form and manner, as that of the Company, which shall be laid before its ensuing AGM along with its Standalone Financial Statement. The Consolidated Financial Statements of the Company along with its subsidiaries, for the year ended 31^st March, 2022, forms part of this Annual Report. Each quarter, the Audit Committee reviews the unaudited/ audited financial statements of subsidiary companies. Further, the committee periodically reviews the performance of subsidiary companies. The minutes of the board meetings of the unlisted subsidiary companies of the Company and significant transactions and arrangements, if any, entered into by all the unlisted subsidiary companies are placed before the board on a quarterly basis. The board is periodically apprised of the performance of subsidiary companies, including material developments, if any.

For the performance and financial position of each of the subsidiaries of the Company, included in its Consolidated Financial Statements, the Members are requested to refer to Note No. 53 of the Notes to the Accounts, of Consolidated Financial Statements of the Company and statement pursuant to first proviso to subsection (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 relating to Statement containing salient features of the financial statement of subsidiary has been attached as Annexure-F to this report and forms part of the financial statements in the prescribed Form AOC - 1. Further pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company at https://www.kamdhenulimited.com/ subsidiary-financials.php

37. HUMAN RESOURCES MANAGEMENT

The value of human assets has impact on all critical business decisions and its utilization directly affects the ability of the organizational assets to realize their optimum value. The Company’s human resource strategy is formulated considering people as its most valuable asset. Your Company puts best efforts in talent acquisition, talent retention, performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible human resource. Your Company nurtures a culture of trust and mutual respect in all its employees and seeks to ensure that company’s values and principles are understood by all and are the reference point in all people matters.

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Company remained at the forefront in the industry due to enthusiasm and continuous efforts of employees. Various measures have been introduced throughout the organization to improve productivity at all levels.

38. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company since inception, ensures gender equality and the right to work with dignity to all employees (permanent, contractual, temporary and trainees) of the Company and has been following a zero tolerance against sexual harassment of any person at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and in order ensure this in all its strictness, the Company has in place an Internal Complaints Committee, the constitution whereof, is in complete compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Sexual Harassment Policy of the Company has been effectively promoted and propagated an environment and culture in the Company which inculcates in the male employees, a spirit of utmost respect for the women workforce at every level. The Company has also formulated a set of standing orders which stipulate very harsh punitive measures against any employee found guilty of having or attempting to have sexually harassed a female employee, which without prejudice to the other actions taken against the offender, include immediate termination of his services. The fact that safety and security of the women workforce in the Company has been an area given the paramount importance in the Company explains why the Company can proudly boast or being among the safest work places for women in the Country.

As has been the case in the previous years, during the year under review as well, no complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015, were received during the year under review.

39. CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in nature of business of the Company.

40. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

In compliance with Regulation 26(3) of SEBI Listing Regulations, the Company has formulated the Code of Conduct for the Board members and Senior Management Personnel of the Company so that the Company’s business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company.

All the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Board members and Senior Management Personnel and the code of conduct is available at the website of Company https://www. kamdhenulimited.com/Financial-Results/Code-of-Conduct-for-Senior-Management-Persinnel_ Kamdhenu.pdf

41. DECLARATION BY THE CHAIRMAN & MANAGING DIRECTOR

Shri Satish Kumar Agarwal, Chairman and Managing Director hereby affirm and declared that the Company

has obtained declaration from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the Code of Conduct for the Board members and Senior Management Personnel.

42. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Shri Satish Kumar Agarwal, Chairman & Managing Director and Shri Sunil Kumar Agarwal and Shri Sachin Agarwal, Whole Time Directors and Shri Saurabh Agarwal, Non-Executive Director* of the Company are related to each other within the meaning of the term "relative" as per Section 2(77) of the Companies Act, 2013 and SEBI Listing Regulations.

Except as stated above, none of the Directors are related to each other.

*Shri Saurabh Agarwal, was re-designated as Non-Executive & NonIndependent Director of the Company w.e.f 1^st June, 2022.

43. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief, confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews from management and audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2021-2022.

44. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, the Company has neither made any application nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code"). Further, at the end of the financial year, Company does not have any proceedings related to IBC Code

45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.

46. GREEN INITIATIVE

The Company has implemented the "Green Initiative" to enable electronic delivery of notice/documents/annual reports to shareholders. The Annual Report for the FY 2021-22 and Notice of the 28^th Annual General Meeting are being sent to all members electronically, whose e-mail addresses are registered with the Company/ Depository Participant(s).

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions setforth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice of this 28^th AGM.

47. APPRECIATION

The Board wishes to place on record its appreciation of the significant contributions made by the employees of the Company during the year under review. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, dealers, distributors, franchisee partners, vendors and other business associates for their continued support in the Company’s growth.

Your Directors also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and members for their cooperation and support extended to the Company.